-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IvRVydvK0d2DU2yTUExcUtIYOjXpWbJ2NFqK+WIdozysZmKw1CfM1rVYUpJjYTdJ y3fEDIyNftuwndPl3u613w== 0000922632-95-000015.txt : 19950501 0000922632-95-000015.hdr.sgml : 19950501 ACCESSION NUMBER: 0000922632-95-000015 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950128 FILED AS OF DATE: 19950428 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAIRY MART CONVENIENCE STORES INC CENTRAL INDEX KEY: 0000721675 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 042497894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12497 FILM NUMBER: 95532765 BUSINESS ADDRESS: STREET 1: ONE VISION DRIVE CITY: ENFIELD STATE: CT ZIP: 06082 BUSINESS PHONE: 2037414444 NT 10-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: January 28, 1995 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Not Applicable Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable Part I - Registrant Information Full Name of Registrant: DAIRY MART CONVENIENCE STORES, INC. Former Name if Applicable: Not Applicable Address of Principal Executive Office: One Vision Drive Enfield, Connecticut 06082 Part II - Rules 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date; [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III - Narrative The Registrant could not file its annual report on Form 10-K for the fiscal year ended January 28, 1995 on the prescribed filing date for the following reasons: On April 25, 1995, the Company entered into agreements to sell its dairy manufacturing and distribution operations in both Cuyahoga Falls, Ohio, and Enfield, Connecticut. Further, negotiations are in process regarding the sale of the Company's distribution center in Louisville, Kentucky. The planning for, and the negotiations relating to, these transactions commenced prior to the end of the fiscal year ended January 28, 1995, and the authority to consummate these transactions was approved by the Company's Board of Directors prior to the fiscal 1995 year-end. The Company's management is still in the process of determining the amount and the type of reserves, other accounting entries and accounting disclosures relating to such transactions to be included in the financial statements for the fiscal year ended January 28, 1995. As a result, the Company is not able without unreasonable effort or expense to file its Form 10-K on or prior to the prescribed filing date of April 28, 1995. Part IV - Other Information (1) Name and telephone number of person to contact in regard to this notification: Gregory G. Landry, Chief Financial Officer (203) 741-4444 (Name) (Tel. No.) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? (See attached explanation) [X] Yes [ ] No Dairy Mart Convenience Stores, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Dated this 28th day of April, 1995 DAIRY MART CONVENIENCE STORES, INC. By /s/ Gregory G. Landry Gregory G. Landry Its Executive Vice President and Chief Financial Officer EXPLANATION OF CHANGE IN RESULTS OF OPERATIONS The Company anticipates that its financial results to be reported in its consolidated statement of operations for the fiscal year ended January 28, 1995 (the "1995 Fiscal Year") will be materially less favorable than the $866,000 of net income reported for the fiscal year ended January 29, 1994. The Company's management currently anticipates that the Company will report a substantial net loss for the 1995 Fiscal Year. Financial results for the 1995 Fiscal Year were negatively impacted primarily by a series of non-recurring charges. The non-recurring charges were incurred primarily in connection with (i) the write-down of certain equipment located in the Company's Cuyahoga Falls, Ohio dairy plant and distribution facility, (ii) severance and other personnel related costs associated with a reduction of dairy plant and distribution staff, (iii) the closing or sale of an abnormally large number of retail convenience stores and gasoline facilities, and (iv) the write-down of certain non-operating real estate to its estimated net realizable value. The Company had previously reported for its first, second or third fiscal quarters non-recurring expenses incurred by the Company in connection with the removal of the Company's President and Chief Executive Officer; severance and other personnel related costs associated with a reduction of administrative support positions; and one-time interest expenses and fees associated with a settlement of an Internal Revenue Service audit and the issuance of the Company's $75,000,000 10 1/4% Senior Subordinated Notes due 2004. A more detailed discussion of results of operations will be included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K to be filed. -----END PRIVACY-ENHANCED MESSAGE-----